Category: Corporate Legal

As advisors supporting businesses in the UK, we would like to inform you of the new Data Protection legislation, the EU General Data Protection Regulation (GDPR), and its related implications for your business. We want to ensure that you are aware of the new legislation, what measures your company have to take in order to comply with the regulation, and how Goodwille can assist you in becoming GDPR compliant. This guide provides an overview of the new regulation, and what you can do to ensure you and your business are prepared for the changes to existing legislation.

The GDPR is enforced on 25 May 2018, replacing the existing EU Data Protection Directive. The regulation significantly increases the obligations and responsibilities for businesses in how they gather, use and protect personal data. At the same time it strengthens European citizens’ data privacy and right to access their personal data by setting out additional and more clearly defined rights for individuals whose personal data is stored by businesses.

Below are some of the main considerations on how to prepare to become a GDPR compliant organisation:

This can be done by making an inventory of all personal data the business holds, why the business holds it, if it is still needed, and if the data is safely stored.

Communicate with your clients and employees

You will need to ensure that your clients and employees are fully informed about how their data is used and that your company has procedures in place cover all the rights individuals are entitled to, e.g. the right to access their data or have it erased from your systems.

Data subject access request

Every individual has the right to make a data subject access request. This means that the individual has the right to obtain all the personal information your company stores about the individual within one month from the date the request was made. You will need to ensure that you have measures in place to deal with any such request within one month’s time.

Consent to store individuals’ data

An individual’s expressed consent has to be freely given for a company to be allowed to gather and store any personal data. Note that an individual cannot be forced into consent or be unaware that they are consenting to their data being stored e.g. through pre-ticked boxes, but the consent has to be actively given by the individual.

It is essential that your business is mindful of data privacy in all ongoing and future projects, as you will face heavy fines if not. The GDPR is based on the one stop shop mechanism signifying that organisations engaged in cross-border processing of personal data will deal with a single lead supervisory authority. Your company’s lead supervisory authority will be the authority of the country in which your business has its main establishment.

To ensure that your business is compliant before 25 May, it’s time to put a GDPR policy in place or draft board minutes to show that your company is working towards becoming GDPR compliant. Goodwille are happy to provide you with further guidance on the GDPR, help set up a company policy or draft board minutes containing information on how your company is working towards complying with the regulation. Get in touch with our Corporate Legal team today for assistance or if you have any questions. This article also provides a good foundation for understanding the GDPR and its implications for your business.

Any business looking to set up a subsidiary in the UK, or anywhere in the EU, will have to have at least a basic understanding of the General Data Protection Regulation (or GDPR). The Regulation is the biggest shake-up of individual rights to their personal data of the Internet age and will have a major impact on how data is stored and shared within and without the EU.

What has changed?

From May 25 2018, the regulations change to unite all local privacy laws across the EU – changing the definition of what constitutes personal information to include names, photos, email addresses, and even a computer’s IP address. This applies across a person’s whole life, there is no distinction between a personal email and a work email, for example.

The new rules also introduce new rights for consumers, including the right to be forgotten, the right to know what data is held, the right to object to receiving marketing and the right to have information about them corrected. This means that explicit consent must be received from the consumer for each use of their data before it happens, meaning separate consents are needed for different activities.

What does it mean for my business?

It is vital that businesses comply with the new regulations, with tough penalties in place for non-compliance, up to a 4% fine of global revenue. This applies even to non-EU companies who hold the data of EU citizens, or EU companies who process data outside the Union. While it is a good idea to appoint someone to oversee the transition to the GDPR rules and ensure compliance, it is more than just an IT issue. Sales and Marketing are two of the areas most directly affected.

The most important measures to take are to ensure that you have procedures for properly obtaining the right consents from customers, a policy on what data is kept, where and why, storing the data securely, ensuring that old data is deleted and ensuring there is a procedure for deleting or amending data when requested.

While most of these needs are just good housekeeping anyway, they will soon be enforceable by law. It is very important that all businesses not only understand what GDPR means, but that they also have a plan to transition. Our team of legal experts can help you with guidance and answer any questions you may have about GDPR and how it can affect your business. Get in touch with us today!

Do you need insurance for your UK office opening social event?

Many small UK businesses host informal parties for their staff and clients during the festive season and to celebrate special promotions and events during the year. However, did you know that your new business premises in the United Kingdom may not be covered for such events under your existing business insurance?

Your liability if you serve alcohol to your visitors or employees

If you decide to serve alcohol in your office, you could be held liable for any booze-related incidents. In fact, in the UK you could find yourself on the wrong end of a law suit if any of the following incidents are deemed to have occurred because those involved had consumed alcohol at your party:

Even if the extent of your alcohol serving merely entails a bottle of mulled wine and a few beers in the office after work on Christmas Eve, you must have a Liquor Liability Insurance policy in place.

Your policy will cover any claims made by guests who were injured or who had items of property damaged by other attendees who were intoxicated. This cover also includes legal fees and covers any damages that may be sought and awarded. Although your standard business insurance policy won’t cover alcohol-related incidents, you can generally have it updated to include Liquor Liability Insurance as an additional endorsement.

Another method of getting Liquor Liability cover is to take out a stand-alone special event insurance policy. This may work out slightly more expensive than an endorsement to your existing UK business insurance policy, so have a chat with a good financial adviser to explore both options so that you secure the best deal for your circumstances.

It’s worth noting that, even if you only serve someone one drink at your office bash, you could still be liable for incidents that occur if they go on to paint the town red subsequently. Liquor Liability Insurance will cover you for such eventualities.

In conclusion

If you’re planning on serving your staff or clients with alcohol at an informal social event on your new UK business premises, you must consider taking out Liquor Liability Insurance cover. The extra premium will be a small price to pay for your peace of mind.

For many people, starting a business is a lifelong ambition, but while it comes with many perks, there are a number of challenges that business owners will face. If you are interested in starting up your own business, there are many factors to be aware of so that you can prepare yourself for the pitfalls along the way.

Here are four things to take into account when starting up your own business.

1. You need to have enough money

Before you take the extraordinary leap of faith, you need to be able to make sure you have enough money saved up in order to tide yourself over. Starting and running a business does not mean that you will be raking in a lot of money. Businesses have to start somewhere and they tend to start slowly – success will not come overnight.

Save up enough so that you can fund financial commitments (e.g. rent, bills, mortgage, car payments, etc.) It is often recommended that aspiring entrepreneurs should save up around a year’s worth of income. Try to start your business while working in your job rather than quitting to start the business. Also, see if you can make sacrifices in other areas to save on costs (i.e. house sharing, trading in your latest car for a cheaper model, food shopping on a budget etc.).

2. You need to be passionate, dedicated and committed

There is absolutely no point in starting a business if you are not prepared to put the work in. As previously mentioned, business success will not happen overnight. Be patient and be prepared to put the effort and graft in because it will take time to build up your business (estimated time: between five and ten years).

3. You need to have a thick skin

The reality is that not everyone will see your vision. Unfortunately, some people may judge and criticise you for starting a business. You need to be confident and assertive in your ambition, and prevent the naysayers from stopping you from achieving your dream.

4. Think: is your business worthwhile?

You need to think about the position of your business in the market sector. What can your business bring to the table, so to speak? Who are your competitors? What makes your business stand out? What problems do potential clients have and what solutions can your business provide?

By taking these important factors into consideration when starting up your own business, you can be sure to be prepared for the challenges along the journey to success. At Goodwille we have seen many a businesses grow and flourish, and can help you make sure you have all you need to succeed with your business ideas. Contact us today – we’re here to help!

When you’re running your own business the learning curve is astonishingly steep, the outlays immense, and your To-Do list endless. It can be overwhelming, intimidating, and incredibly stressful. It can also be extremely rewarding, fulfilling, and lucrative. The trick to getting it right is knowing how best to spend your time and resources. You must balance the requirements of your budget against the practical and logistical needs of your business. It’s tough making those calls, and a rookie mistake that almost all business owners make is believing they can save money by doing as much as possible themselves.

The reality, however, is that there is a finite amount of time you can spend working. Even if you work every waking hour of the day, you will hit a point where you just can’t do any more. Outsourcing is the solution to this, but it’s often a tough bullet to bite.

Many entrepreneurs cringe at the idea of paying someone to do things they could do themselves, but here’s the truth: a professional can do it far better than you can, in far less time, and the amount you will pay them to do a brilliant job is less than the amount you will earn by dedicating that time to what you really do best.

Here are three essential business elements that you should consider outsourcing.

#1 Bookkeeping

Getting your accounts and bookkeeping right is absolutely vital. It’s also very tricky, time-consuming, and stressful. Why not hand it all over to an expert who will ensure your books are in perfect order, and you always know exactly where you stand financially?

#2 Virtual Office

When there are so many things on your To-Do list and you are juggling a multitude of tasks and responsibilities, the telephone can easily become the bane of your existence. It’s constantly ringing, interrupting your train of thought, distracting you from vital tasks, and tying you up in lengthy conversations that you really needed to put off for a few days. You dream of a receptionist, but it’s not in your budget, and you don’t have space for another desk, anyway.

A virtual office is a solution. Not only will all your phone calls be taken care of by a professional, freeing you up to do more important things than answering the phone, but you will be armed with the knowledge of exactly who called, when, and why. This eliminates the possibility of missing phone calls and forgetting to call people back. It also enables you to dodge calls you’re not ready for, and deal with all those conversations in your own time. A virtual office also has the major benefit of providing you with a trading address, which is particularly handy if you work from home and don’t want to give your home address out to everyone and his wife!

#3 Tax Returns

Self-assessment is one of the most stressful elements of running any business. It’s a migraine-inducing nightmare, and if you get it wrong, or don’t get it done on time, it can also be very costly financially. Outsourcing your VAT work guarantees everything is handled in a professional, timely fashion, and there are no expensive mistakes!

If you’re considering outsourcing for your business, contact Goodwille today. We can provide more information about our services and discuss how outsourcing will benefit you directly.

If you’re looking to set up a UK company, a limited liability company is a very attractive option, so much so it’s the most popular formal business structure in the UK.

Its popularity is largely due to the inherently circumscribed nature of such a company – liability is literally ‘limited’ for company directors, as the company’s finances remain separate from their personal finances. This isn’t true for sole traders (self-employed) and as such, the limited company is a very attractive prospect.

But how exactly do you go about setting one up? Here’s our quick and easy guide to setting up a UK limited company…

1. Registration

The regulatory body for registering all UK limited companies is Companies House. Before you can set up your business as a limited liability company, you must first register it with Companies House. This is relatively simple: either do it yourself or have your accountant complete the application for you.

2. Documentation

You will need:
• Memorandum of Association – this document includes personal details (name and address) of subscribers forming the limited company.
• Articles of Association – this outlines the directors’ powers and the rights of any shareholders.
• Form IN01 – this contains information about director(s), shareholders, company secretary (optional), and the share capital (if the company is limited by shares).

Companies House has detailed guidance on their website as well as FAQs describing every aspect of registration. This includes limitations concerning company names and payment requirements.

3. Limited company types

The most popular form is a Private Limited Company, which can’t offer public shares and can have as many shareholders as desired. Every limited company is required to have a minimum of one director. A company secretary is no longer legally required for private limited companies following the Companies Act 2006, however you might still want one.

Public limited companies (PLCs) differ in that they can offer public shares to raise funds and they’re legally required to have a minimum of two directors and a company secretary.

4. Requirements

All limited companies must fulfill the following requirements:
• Registration at Companies House
• Annual account filing with Companies House
• Annual submission of a Confirmation Statement
• Annual income reports to HMRC
• Annual Corporation Tax return, with liabilities paid within nine months of the company’s year end
• All company employees pay income tax and National Insurance Contributions (NICs) on all income they receive.

If you are looking to start a company in the UK, in order to benefit from the protections of incorporation, you will be required to register your company and comply with certain rules. This post looks at a number of things you need to know to register your company in the UK.

Where do I register my company?You will register your Company with Companies House in the UK. Companies House carries out a number of functions pertaining to companies and holds information about all companies registered in the UK. You can also access certain information about other companies from the Companies House database.

What kind of company do you want to register?There is no doubt that the most common type of company in the UK is a private company limited by shares. You may also set up a public company that trades freely on the stock market. You should discuss with one of our specialist advisers which company model is right for you.

What do I need to register my company?In order to register a private company limited by shares, you will require:

– A company name
– A UK registered address for your company
– The names and addresses of your directors
– Details of your share capital
– Details of your shareholders
– Details of anyone holding significant control over your company, for example, a significant shareholder or one with greater voting rights attached to their shares
– A memorandum of association
– Articles of association.

What other things should I think about?When you register your company you may wish to think about your company’s articles of association. These dictate how the company is to be run, and the company’s purpose. If you do not create your own or modified articles of association, your company will be run using what are known as the ‘model articles’. Many companies use the model articles, however, it is important to consider that the model articles will not take into account any special nuances in your business, and may not be right for your purposes. Amending the model articles can be easily done, however, it is important that you consult with a specialist legal adviser. Contact us today to discuss how we can provide practical solutions to meet your business needs.

Shareholder’s agreements are a useful way of ensuring that all shareholders, the owners of the company, are on the same page about what should happen should certain eventualities occur. It is not a legal requirement to have a shareholder’s agreement, but in most circumstances, it is advisable to have one to avoid any legal difficulties in the future.

Who needs a shareholder’s agreement?

If you are looking to set up a UK company, deciding whether to create a shareholder’s agreement is an important consideration. In UK law, most decisions are taken by the directors of the company – shareholders have a few, albeit important rights pertaining to the running of the company. However, under UK law, a majority vote in respect of the decisions reverted to shareholders will prevail and as a result, a shareholder’s agreement may be required to protect the rights of minority shareholders.

A good example of such circumstances is where you set up a quasi-partnership. This is where a company is set up with the understanding that regardless of shareholding, all shareholders will have an equal say in the running of the company – much like in a partnership. They may also agree to have an equal share in the success of the company and equal access to information. Under these circumstances, a shareholder’s agreement can be used to circumvent the usual company law rules.

Shareholders may often consider a shareholder’s agreement unnecessary, instead choosing to rely on their trusting relationship and cooperation. Many business partners may also find it challenging to discuss ‘what if’ scenarios so early in the life of setting up their business in the UK. However, the circumstances that can be set out in the shareholder’s agreement can and frequently do happen. If your relationship with other shareholders deteriorates or the business is not going well, you can save significant time and money if you already have a shareholder’s agreement in place outlining what should happen.

The discussions you have with your partner and a legal or business adviser before creating a shareholder’s agreement will also inform you about how your business partner’s views on how the business should be run differ from your own. This can be an exceptionally useful discussion, allowing areas of contention to be dealt with from the outset.

To find out more about whether a shareholder’s agreement is right for you when setting up business in the UK, contact Goodwille today.

Expanding your business into the UK can be an exciting prospect, but one with many things to consider. The UK offers a number of different business structures under the law, each offering unique benefits. This post looks at starting a company in the UK – specifically the features of incorporation.

Set up a UK company

If you are looking to set up business in the UK, it is important to ensure your business is structured in a way that allows you to most effectively meet your business goals. Private limited companies are overwhelmingly popular in the UK as a result of the many benefits they offer owners. Private limited companies are among one of the simplest and quickest structures to set up, but there are specific legal requirements that must be adhered to. Incorporation of a UK company can take as little as a few days, and all you need to do is identify a head office, choose the directors and determine what kind of business you are (if you have not done so already). The simplicity of incorporation in the UK removes any delays in starting your business, saving you time and money.

Benefits of incorporation

When you set up a UK company, you will benefit from limited liability. This means that you will be protected, to an extent, from company costs and liabilities. Incorporating a company creates a new legal entity with what is known as ‘legal personality’ – this means the company itself is held accountable for its actions, can enter into contracts and can hire employees, among other things. Owners of the company are not party to these contracts and therefore not directly accountable. Those who set up a company in the UK normally take shares in that company and become shareholders. Shareholders may only be held liable for the debts of the company, up to the amount of their shareholding. This is in contrast to a partnership where the partners may be held liable for all the debts of the company – both jointly and severally.

Making the decision to incorporate in the UK is an important one, and there are many factors to consider. Whilst the process is relatively straightforward with Goodwilles support, there are certain legal issues that are essential to ensure your company is set up correctly and properly registered. If you require advice or assistance to set up a UK company, contact us today.

As of 6 April 2016, companies are required to keep a register of people with significant control (‘PSC register’), in preparation for the need to file this information at Companies House (CH) from 30 June 2016; affecting inter alia private UK companies (e.g. Limited) and Limited Liability Partnerships (LLPs). The aim of the register is to increase transparency over who owns and controls UK companies, and is designed to enhance trust in UK companies while helping to fight money laundering.

The requirement to keep a PSC register brings with it a number of duties on companies, certain individuals and possibly overseas corporate entities. Goodwille can assist with meeting the respective compliance requirements and we will be in touch shortly to send clients a comprehensive update.